Exhibit 99.B(p)(1)

SEI INVESTMENTS MANAGEMENT CORPORATION

Code of Ethics

July 1, 2009

CHECKLISTS

Following are checklists of SEI Investments Management Corporation (“SIMC”) employee responsibilities relating to compliance with SIMC’s Code of Ethics (the “Code”). This list is intended as a quick reference for key portions of the Code and not as a replacement for reading and understanding the Code in its entirety. Please note that all bolded terms are defined in the Glossary that follows this checklist. If you have questions concerning any of the items listed below after reviewing the remainder of the Code, you may contact SIMC Compliance at SIMCCompliance@seic.com.

All SIMC directors, officers and employees are considered Supervised Persons and are subject to this Code. Depending on the information to which you have access, you may also be considered an Access Person, Investment Person or Portfolio Management Person and are subject to additional obligations as set forth in the checklists below and the Code. If you are a SIMC employee and your team is not listed within those definitions, contact SIMC Compliance to determine your reporting status.

Violation of this Code may lead to disciplinary action, including termination of employment. (see Tab 7 — Sanctions.)

I. SUPERVISED PERSONS (All directors, officers, employees, temporary employees, consultants and interns of SIMC)

Certifications

· SIMC Compliance will distribute at least once per year, a current copy of the Code. You are required to annually certify that you have received and read the Code, understand its provisions and agree to abide by its requirements.

Duty to Report Violations of the Code

· You are required to notify SIMC Compliance of any violation of the Code as soon as practicable.

Excessive Trading of Shares of the SEI Family of Funds

· You may not engage in excessive short-term trading of shares of open-end funds within the SEI Family of Funds. Each Fund’s policy on excessive short-term trading (including round trip trade restrictions) can be found in its Prospectus and Statement of Additional Information.

II. ACCESS PERSONS (Institutions Group—Advice Team and consultants and interns for such groups)

Reporting Concerning the Code (See Tab 10 — Personal Securities Accounts (“PSAs”), Beneficial Ownership of Covered Securities and Transaction Reporting)

· You must disclose all PSAs, Beneficially Owned Covered Securities and Covered Security Transactions on Initial Holdings Reports, Quarterly Transaction Reports and Annual Holdings Reports, as applicable.

· You must submit an Initial Holdings Report within 10 days of becoming an Access Person whether or not you maintain a PSA or Beneficially Own a Covered Security.

· You must submit a Quarterly Transaction Report within 30 days of each calendar quarter end whether or not you maintain a PSA or engage in Covered Security Transactions within those accounts.

· You must submit an Annual Holdings Report each year whether or not you maintain a PSA or Beneficially Own a Covered Security.

· When you establish a PSA you must promptly notify (1) SIMC Compliance and report it on the next Quarterly Transaction Report; and (2) the Financial Institution maintaining the PSA that you are associated with SIMC. SIMC Compliance will notify the Financial Institution if you have SIMC’s permission to open the PSA (if necessary) and will direct the Financial Institution to forward duplicate account statements to SEI on an ongoing basis. You agree to assist SIMC Compliance in this process, as necessary,

Pre-Clearance for IPOs and Limiting Offerings/Private Placements

· You must obtain pre-clearance via email from SIMC Compliance before acquiring (directly or indirectly) a beneficial ownership interest in securities issued in an Initial Public Offering or Limited Offering/Private Placement.

III. INVESTMENT PERSONS AND PORTFOLIO MANAGEMENT PERSONS

Investment Person (IMU—Distribution Focused Strategies Portfolio Management, Portfolio Strategies Team, Investment Strategies Equity and Alternative Teams, Client Investment Specialists, Product Management, Risk Management, Investment Communications; SEI Wealth Network; and consultants and interns for such groups)

Portfolio Management Person (IMU—Trading Team, Global Fixed Income Management Team and Fixed Income Investment Strategies Team; and Institutions Group—Transition Management Team; and consultants and interns for such groups)

Reporting Concerning the Code (See Tab10 — Personal Securities Accounts (“PSAs”), Beneficial Ownership of Covered Securities and Transaction Reporting)

· You must submit an Initial Holdings Report within 10 days of becoming an Investment Person or Portfolio Management Person whether or not you maintain a PSA or Beneficially Own a Covered Security.

· You must submit a Quarterly Transaction Report within 30 days of each calendar quarter end whether or not you maintain a PSA or engage in Covered Security Transactions within those accounts.

· You must submit an Annual Holdings Report each year whether or not you maintain a

PSA or Beneficially Own a Covered Security.

· When you establish a PSA you must promptly notify (1) SIMC Compliance and report it on the next Quarterly Transaction Report; and (2) the Financial Institution maintaining the PSA that you are associated with SIMC. SIMC Compliance will notify the Financial Institution if you have SIMC’s permission to open the PSA (if necessary) and will direct the Financial Institution to forward duplicate account statements to SEI on an ongoing basis. You agree to assist SIMC Compliance in this process, as necessary.

Pre-Clearance

· You must obtain pre-clearance via email from SIMC Compliance before acquiring (directly or indirectly) a beneficial ownership interest in securities issued in an Initial Public Offering or Limited Offering/Private Placement.

· You are required to obtain pre-clearance through SEI’s Automated Pre-Clearance System (“APS”) for any Covered Securities Transactions, including transactions in Affiliated Mutual Funds. You can access the APS through the SEI corporate intranet site under “Accounting and Business Tools.”

· There are exemptions to the pre-clearance requirement for Covered Securities Transactions such as purchases pursuant to an Automatic Investment Program (“AIP”) and any Small Transaction Exception Policy as approved by SIMC Compliance from time to time. The exemptions are set forth in Tab 10 of the Code.

60-Day Limitation on Purchase and Sales (Short Swing Rule)

· You may not profit from the purchase and sale or sale and purchase of a Covered Security in which you have a beneficial ownership interest within 60 days of acquiring or disposing of that Covered Security. Please see Tab 10 for the exceptions to this rule.

Blackout Periods on Purchases and Sales

· Investment Persons may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security is being purchased or sold by any Client. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

· Portfolio Management Persons may not purchase or sell, directly or indirectly, any Covered Security within 7 days before or after the time that the same Covered Security is being purchased or sold by any Client. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

Discretionary Account

· If you maintain a Discretionary Account (where you have given an investment adviser the authority to purchase and sell securities for the account without your knowledge or consent), you must keep on file with SIMC Compliance a copy of your current Discretionary Advisory Agreement.

· You must also certify to SIMC Compliance that transactions in the account are, in fact, effected on a discretionary basis by the investment advisor and repeat such certification annually.

GLOSSARY

For purposes of this Code, the following terms are defined as:

Access Persons: For purposes of this Code, all persons on the following teams are considered to be Access Persons:

· Institutions Group—Advice Team

· Interns and Consultants to these groups

Access Persons are defined as any Supervised Persons who (a) have access to non-public information regarding any Client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any reportable fund; or (b) who are involved in making securities recommendations to Clients, or who have access to such recommendations that are non-public.

Affiliated Mutual Funds: As of the date of this Code, affiliated funds include the following fund families:

· SEI’s proprietary mutual funds;

· SEI Liquidity Fund, LP;

· SEI Structured Credit Fund, LP;

· Advisors Inner Circle Fund, Advisors Inner Circle Fund II and Bishop Street Funds;

· Oak Associates Funds;

· CNI Charter Funds;

· iShares Inc. and iShares Trust;

· Causeway Capital Management Trust;

· Optique Funds Inc (formerly Johnson Family Funds, Inc.);

· Barclays Global Investors Funds;

· The Arbitrage Funds;

· The Turner Funds;

· ProShares Trust;

· Community Reinvestment Act Qualified Investment Fund;

· Accessor Funds;

· TD Asset Management USA Funds; and

· All other investment funds for which SIDCO serves as distributor.

Automatic Investment Program (“AIP”): Means a program in which regular periodic payments (or withdrawals) are made automatically in (or from) investment accounts in accordance with a pre-determined schedule and allocation, including a dividend reinvestment plan.

Beneficial Ownership Interest/Beneficially Own: Under relevant securities laws, you have a beneficial ownership interest in securities (or beneficially own securities) if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect pecuniary interest in the securities. A pecuniary interest in securities means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in those securities. You are presumed to have a pecuniary interest in securities held by members of your Immediate Family.

For example, you have a beneficial ownership interest in securities held within a PSA that is registered in your name or your Immediate Family member’s name. You also have beneficial ownership in securities held within a PSA if you (or an Immediate Family member) (1) obtain benefits from the PSA substantially equivalent to whole or partial ownership, even if indirectly or (2) directly or indirectly control investment decisions for the PSA.

Client: Any client of SIMC who has entered into a contractual arrangement with SIMC, including, but not limited to, individuals, institutions and Investment Vehicles.

Covered Securities Transaction: The purchase or sale of (or any other transaction in) a Covered Security, including the writing of an option to purchase or sell a Covered Security.

Covered Security: A Covered Security is any security except:

· Direct obligations of the U.S. government;

· Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

· Shares issued by money market funds;

· Shares issued by open-end funds that are not Affiliated Mutual Funds; and

· Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds other than Affiliated Mutual Funds.

By way of example, a Covered Security may include a note; stock; closed-end fund; exchange traded fund; bond (including 529 Plan); debenture; evidence of indebtedness; certificate of interest or participation in any profit sharing agreement; collateral trust certificate; pre-organization certificate of subscription; transferable share; investment contract; voting-trust certificate; certificate of deposit for a security; fractional undivided interest in oil, gas, or other mineral rights; any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof); or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or, in general, any interest or instrument commonly known as a security; or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase any of the foregoing.

Discretionary Account: An account in which you give a Financial Institution discretion as to the purchase or sale of securities or commodities, including selection, timing, and price to be paid or received. By so doing, you empower the Financial Institution to buy and sell without your prior knowledge or consent, although you may set broad guidelines for managing the account (e.g., limiting investments in blue chip stocks or banning investment in “sin” stocks).

Financial Institution: A broker-dealer, investment advisor, bank or other financial entity.

Global Offices: Global offices include SEI’s London and Hong Kong offices at which SIMC IMU employees may be providing services.

Immediate Family: A member of your immediate family includes your spouse or domestic partner, minor children, dependents and other relatives who share the same residence with you.

Initial Public Offering (IPO): Generally refers to the first sale of stock by a private company to the public. IPOs are often issued by smaller, younger companies seeking the capital to expand, but can also be done by large privately owned companies looking to become publicly traded.

Investment Person: For purposes of this Code, all persons on the following teams are considered to be Investment Persons:

· IMU—Portfolio Management Team

· IMU—Portfolio Strategies Team

· IMU—Investment Strategies Equity and Alternative Teams

· IMU—Client Investment Specialists

· IMU—Product Management

· IMU—Risk Management

· IMU—Investment Communications

· SEI Wealth Network

· Interns and Consultants to these groups

An Investment Person is any person that is an Access Person and who also directly oversees the performance of one or more sub-advisers for any Investment Vehicle, or obtains or is able to obtain prior or contemporaneous information regarding the purchase or sale of Covered Securities by any Investment Vehicle or Client.

Investment Vehicle: Any registered investment company, unregistered product or other asset management account for which SIMC serves as investment adviser.

Limited Offering/Private Placement: A transaction that may occur outside normal market facilities or outside a securities brokerage account and includes, but is not limited to: private placements, unregistered securities, private partnerships and investment partnerships.

Personal Securities Account (“PSA”): Any personal account containing Covered Securities in which you have a Beneficial Ownership Interest or which permits you to transact in such securities. This includes accounts maintained with Financial Institutions (in your name or an Immediate Family members name) over which you maintain direct or indirect control or investment discretion. It also includes any trust for which you are a trustee or from which you benefit directly or indirectly and any partnership (general, limited or otherwise) of which you are a general partner or a principal of the general partner.

Portfolio Management Person: For purposes of this Code, all persons on the following teams are considered to be Portfolio Management Persons:

· IMU—Trading Team

· IMU—Global Fixed Income Management Team

· IMU—Fixed Income Investment Strategies Team

· Institutions Group—Transition Management Team

TABLE OF CONTENTS

TAB 1 — INTRODUCTION		9

I. GENERAL POLICY		9

TAB 2 — USING THIS CODE OF ETHICS		10

I. ANNUAL CERTIFICATION		10

II. RESTRICTIONS ON USE		10

III. DUTY TO REPORT VIOLATIONS OF THE CODE		10

TAB 3 — CONFIDENTIAL INFORMATION		11

TAB 4 — PROHIBITIONS AGAINST FRAUD, DECEIT AND MANIPULATION		11

TAB 5 — RUMORS		11

TAB 6 — EXCESSIVE TRADING OF SEI FAMILY OF FUNDS		11

TAB 7 — SANCTIONS		11

TAB 8 — RECORDKEEPING		12

TAB 9 — SERVICE AS DIRECTOR OF A PUBLIC COMPANY		13

TAB 10 — PERSONAL SECURITIES ACCOUNTS AND TRANSACTION REPORTING		13

I. INITIAL HOLDINGS REPORT, QUARTERLY TRANSACTION REPORT AND ANNUAL HOLDINGS REPORT		13

II. ESTABLISHING A NEW PERSONAL SECURITIES ACCOUNT		14

III. PRE-CLEARANCE OF IPO’S AND LIMITED OFFERINGS/PRIVATE PLACEMENTS		14

IV. ADDITIONAL PRE-CLEARANCE OBLIGATIONS		15

V. DISCRETIONARY ACCOUNTS		17

SAMPLE INITIAL HOLDINGS REPORT		18

SAMPLE QUARTERLY TRANSACTION REPORT		19

SAMPLE ANNUAL HOLDINGS REPORT		20

TAB 1 — INTRODUCTION

This Code is designed to reinforce SIMC’s principles of integrity and ethics. SIMC’s adherence to these principles is critical in an industry that is based on trust and fiduciary duty. This Code is also designed to enforce compliance with applicable regulation and best practices in the United States. The recordkeeping provisions of SIMC’s Compliance Manual are incorporated herein by reference.

All SIMC directors, officers and employees (including interns and consultants(1) to SIMC) are considered Supervised Persons and are subject to this Code. Depending on the information to which you have access, you may also be considered an Access Person, Investment Person or Portfolio Management Person and are subject to additional obligations as set forth in the Code. You should note that certain portions of the Code may also apply to others, including certain members of your Immediate Family.

This Code is applicable to you not only as you conduct the business of SIMC, but as you conduct the business of SIMC’s affiliates and subsidiaries as well. Supervised Persons located in SIMC’s Global Offices are subject to this Code and may also be subject to additional codes, policies and procedures related to ethical conduct. You can obtain this Code and related documents from the compliance professionals in each office.

You are also subject to the Code of Conduct of SEI, which is incorporated herein by reference, as well as to various other compliance policies and procedures governing the activities of SIMC and its personnel including, without limitation, SIMC’s insider trading policies and procedures. The requirements and limitations of this Code are in addition to any requirements or limitations contained in the Code of Conduct or in other compliance policies and procedures applicable to SIMC and its personnel.

Strict adherence to the requirements of the Code is a fundamental part of your job. You must certify that you have read and understand the Code at the time of hiring and at least annually thereafter.

If you have questions about how the Code applies to you, contact SIMC Compliance at simccompliance@seic.com.

Violation of this Code or of any business-specific requirement applicable to you may lead to disciplinary action, including termination of employment (see Tab 7 — Sanctions.)

I. GENERAL POLICY

You have a fiduciary obligation to SEI’s Clients when engaging in professional and personal activities. Specifically, you have a duty to:

· Comply with the Code’s requirements;

· Observe applicable ethical standards in the performance of your duties;

· Adhere to the highest standards of loyalty, candor and care in all matters relating to SIMC and its Clients. This includes putting the interests of SIMC’s Clients before your own;

· Conduct all business dealings consistent with the Code and in such a manner as to avoid any actual or perceived conflict of interest or any abuse of your position of trust and responsibility;

· Maintain the confidentiality of the security holdings and financial circumstances of SIMC’s Clients;

· Maintain your independence in the investment decision-making process;

· Not use any material non-public information in securities trading or divulge such information to any persons except as this Code permits;

(1) Interns are required to sign confidentiality agreements with SEI. Temporary employees and consultants are required to sign confidentiality agreements with their company or placement firm (as applicable) which obligates them to comply with SEI’s policies and procedures, including without limitation, this Code of Ethics.

· Comply with applicable federal and state securities laws(2); and

· Report any violations of this Code promptly to SIMC Compliance.

The Code sets out basic principles to guide you but is not intended to cover every ethical issue that may arise. Please contact SIMC Compliance if you have questions or concerns regarding the Code.

TAB 2 — USING THIS CODE OF ETHICS

I. ANNUAL CERTIFICATION

SIMC Compliance will distribute at least once per year, a current copy of the Code and any amendments. You are required to annually certify that you have received and read the Code and any amendments, understand its provisions and agree to abide by its requirements.

II. RESTRICTION ON USE

The Code is intended for use in connection with your job-related duties. You must obtain authorization from SIMC Compliance, via email, before providing an outside person or entity with a copy of the Code. All copies of the Code provided to any outside person or entity must be provided in read-only format.

III. DUTY TO REPORT VIOLATIONS OF THE CODE

· If you become aware of conduct which you feel is unethical, improper, illegal, or is otherwise a violation of any provision of this Code, you are required to report such information to SIMC Compliance as soon as practicable after discovering the violation.

· Concealing or covering up any violation of the Code is itself a violation of the Code. You are not authorized or required to carry out any order or request to cover up such a violation and if you receive such an order you must report it to SIMC Compliance.

· You have a duty to cooperate fully with ethics investigations and audits, and to answer questions truthfully and to the best of your ability.

· If you report violations of the Code in good faith, you will not be subject to reprisal or retaliation for making the report. Retaliation is a serious violation of this Code and any concern about retaliation should be reported to SIMC Compliance immediately. Any person found to have retaliated against you for reporting violations of the Code will be subject to appropriate disciplinary action.

· SIMC Compliance will notify the SIMC CCO of all reported violations of the Code and all Code violations will be documented in the SIMC Compliance Issues Log. Violations are reported on a quarterly basis to the SIMC Board of Directors and may also be reported to the applicable manager and/or SEI Chief Compliance Officer or his or her designee.

(2) Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes –Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

TAB 3 — CONFIDENTIAL INFORMATION

Ethical behavior includes safeguarding the security of confidential information. You are prohibited from revealing confidential information to any third party or anyone within SIMC that does not have a legitimate business reason for knowing such information. This applies even after you have terminated your employment or association with SIMC. Patentable and secret processes, product information, pricing and any other confidential information must remain that way. You are obligated to protect SIMC’s confidential information. Confidential information includes, but is not limited to, business, marketing and service plans; operational techniques; internal controls; compliance policies; methods of operation; security procedures; strategic plans; research activities and plans; portfolio and investment strategies and modeling; transactions; holdings; marketing or sales plans; pricing or pricing strategies; databases; records; salary information; any unpublished financial data and reports, including information concerning revenues, profits and profit margins; proprietary information; and any information concerning SIMC’s technology, such as systems, source code, databases, hardware, software, programs, applications, engine protocols, routines, models, displays and manuals, including, without limitation, the selection, coordination, and arrangement of the contents thereof and other confidential information and materials of SIMC, its affiliates, their respective clients or suppliers or other persons or entities with whom they do business.

TAB 4 — PROHIBITION AGAINST FRAUD, DECEIT AND MANIPULATION

You may not, directly or indirectly, in connection with the purchase or sale of a Covered Security held or to be acquired by a Client:

· Employ any device, scheme or artifice to defraud the Client;

· Mislead such Client, including by making a statement that is untrue or omits material facts;

· Engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Client;

· Engage in any manipulative practice with respect to a Client or securities (including price manipulation of a security)

TAB 5 - EXCESSIVE TRADING OF SHARES OF THE SEI FAMILY OF FUNDS

You may not engage in excessive short-term trading of shares of open-end funds within the SEI Family of Funds. Each Fund’s policy on excessive short-term trading (including round trip trade restrictions) can be found in its Prospectus and Statement of Additional Information.(3)

TAB 6 — SANCTIONS

Any violation of the rules and requirements set forth in the Code may result in the imposition of such sanctions as SIMC Compliance, management and/or general counsel, as applicable, may deem appropriate under the circumstances. These sanctions may include, but are not limited to:

· Written warning;

(3) The SEI Family of Funds includes the following Trusts: SEI Asset Allocation Trust, SEI Daily Income Trust, SEI Institutional International Trust, SEI Institutional Investments Trust, SEI Institutional Managed Trust, SEI Liquid Asset Trust and SEI Tax Exempt Trust.

· Reversal of securities transactions;

· Restriction of trading privileges;

· Disgorgement of trading profits;

· Fines;

· Suspension or termination of employment; or

· Referral to regulatory or law enforcement agency.

Factors which may be considered in determining an appropriate penalty include, but are not limited to: harm to clients; the frequency of occurrence; the degree of personal benefit to the person; the degree of conflict of interest; the extent of unjust enrichment; evidence of fraud, violation of law or reckless disregard of a regulatory requirement; and/or the level of accurate, honest and timely cooperation from the person.

TAB 8 — RECORDKEEPING

SIMC Compliance will:

· Periodically review the personal securities transaction reports or duplicate statements filed by Access Persons, Investment Persons and Portfolio Management Persons and compare the reports or statements of Investment Vehicles’ completed portfolio transactions. If SIMC Compliance determines that a compliance violation may have occurred, SIMC Compliance will give the person an opportunity to supply explanatory material.

· Prepare an annual issues or certification report to the board of any Investment Vehicle that is a registered investment company that (1) describes the issues that arose during the year under this Code, including, but not limited to, material violations of and sanctions under the Code, and (2) certifies that SIMC has adopted procedures reasonably necessary to prevent SIMC personnel from violating this Code.

· Prepare a written report to SIMC management outlining any violations of the Code together with recommendations for the appropriate penalties.

· Prepare a written report detailing any approvals granted for the purchase of securities offered in connection with an IPO or a private placement. This report must include the rationale supporting any decision to approve such a purchase.

· Maintain records relating to this Code of Ethics in accordance with Rule 31a-2 under the 1940 Act and Rule 204-2 of the Advisers Act. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

· Preserve a copy of this Code that is, or at any time within the past five years has been, in effect in an easily accessible place for a period of five years.

· Preserve a record of any Code violation and of any sanctions taken in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

· Preserve a copy of each Initial Holdings Report, Quarterly Transaction Report, and Annual Holdings Report submitted under this Code, including any information provided in

lieu of any such reports made under the Code, for a period of at least five years from the end of the fiscal year in which it is made, for the first two years in an easily accessible place.

· Maintain a record of all persons, currently or within the past five years, who are or were required to submit reports under this Code, or who are or were responsible for reviewing these reports, in an easily accessible place for a period of at least five years from the end of the calendar year in which it is made.

· Preserve a record of any decision, and the reasons supporting the decision, to approve an employee’s acquisition of securities in an IPO or limited offering, for at least five years after the end of the fiscal year in which the approval is granted.

CONTINUE READING IF YOU ARE A PORTFOLIO MANAGEMENT PERSON,

INVESTMENT PERSON OR ACCESS PERSON

TAB 9—SERVICE AS A DIRECTOR OF A PUBLIC COMPANY

(PORTFOLIO MANAGEMENT PERSONS,

INVESTMENT PERSONS AND ACCESS PERSONS ONLY)

You are not permitted to serve as a director of a publicly traded company.

TAB 10— PERSONAL SECURITIES ACCOUNTS, BENEFICIAL OWNERSHIP OF COVERED SECURITIES AND TRANSACTION REPORTING

(PORTFOLIO MANAGEMENT PERSONS,

INVESTMENT PERSONS AND ACCESS PERSONS ONLY)

I. INITIAL HOLDINGS REPORT, QUARTERLY TRANSACTIONS REPORT AND ANNUAL HOLDINGS REPORT

You must disclose all Personal Securities Accounts (“PSAs”), Beneficially Owned Covered Securities and Covered Security Transactions on Initial Holdings Reports, Quarterly Transaction Reports and Annual Holdings Reports, as applicable. Samples of each report are attached to the Code. The content of such Reports will comply with the requirements set forth in Rule 204A-1 of the Investment Advisers Act of 1940. Completed Reports will be reviewed by SIMC Compliance.

· You must submit an Initial Holdings Report within 10 days of becoming a Portfolio Management Person, Investment Person or Access Person whether or not you maintain a PSA or Beneficially Own a Covered Security. Furthermore, the information must be current as of a date no more than 45 days prior to the date you became such a Person.

· You must submit a Quarterly Transaction Report within 30 days of each calendar quarter end whether or not you maintain a PSA or engage in Covered Securities Transactions within such accounts.

· You must submit an Annual Holdings Report each year whether or not you maintain a PSA or Beneficially Own a Covered Security. The information must be current as of

date not more than 45 days prior to the date the Report was submitted. Annually, you will also be required to attest that you have read and understood the most recent copy of the Code and agree to abide by its requirements.

· The Initial Holdings, Quarterly Transactions and Annual Holdings Reports set forth exceptions to the foregoing reporting requirements as determined by SIMC’s Chief Compliance Officer from time to time and are incorporated herein by reference.

· You will be notified quarterly and annually of the need to submit the foregoing Reports.

SEI Stock Purchase Plan and Stock Option Plan

You must report on a Quarterly Transaction Report your purchase or sale of SEI stock executed outside of an AIP and the exercising of SEI stock options.

SEI Funds and SEI Capital Accumulation (401(k)) Plan

You are not required to report trades in SEI Funds done through the SEI Capital Accumulation (401(k)) Plan and trades done through an employee account established at SEI Private Trust Company. Any trades done in a different channel must be reported on a Quarterly Transaction Report.

529 Plans

You are required to report holdings of and transactions in 529 Plans in which you have a Beneficial Ownership Interest, unless SIMC Compliance instructs you in writing that you are not required to report such holdings and transactions. Please contact SIMC Compliance at simccompliance@seic.com with questions.

II. ESTABLISHING A NEW PSA

When you establish a new PSA you must promptly notify (1) SIMC Compliance and report it on the next Quarterly Transaction Report and (2) the Financial Institution maintaining the PSA that you are associated with SIMC. Statements must be filed for all PSAs, (including those in which you have a Beneficial Ownership Interest), except those that trade exclusively in open-end funds other than Affiliated Mutual Funds, government securities or AIPs, and do not offer the ability to trade in Covered Securities.

· SIMC Compliance will notify the Financial Institution if you have SIMC’s permission to maintain the account (if necessary) and will direct the Financial Institution to forward duplicate account statements on an ongoing basis to: SEI Investments Management Corporation, Attn: Compliance Department, 1 Freedom Valley Drive, Oaks, PA 19456. If so requested, you are required to assist SIMC Compliance in obtaining duplicate account statements.

· If you are also registered with SIMC’s affiliated broker/dealer, SIDCO, and already have duplicate account statements being sent to SIDCO, it is not necessary for you to request additional statements from the Financial Institution to be sent to SIMC Compliance.

III. PRE-CLEARANCE OF IPOS AND LIMITED OFFERINGS/PRIVATE PLACEMENTS

You must obtain pre-clearance, via email, from SIMC Compliance before acquiring (directly or indirectly) beneficial ownership in securities issued in an Initial Public Offering or Limited Offering/Private Placement.

CONTINUE READING IF YOU ARE AN

INVESTMENT PERSON OR PORTFOLIO MANAGEMENT PERSON

IV. ADDITIONAL PRE-CLEARANCE OBLIGATIONS

(INVESTMENT PERSONS AND PORTFOLIO MANAGEMENT PERSONS ONLY)

SEI’s Automated Pre-Clearance System (“APS”)

You must obtain pre-clearance of covered securities transactions in which you have a beneficial ownership interest through SEI’s Automated Pre-Clearance System (“APS”). Exceptions may be made solely at the discretion of SIMC’s CCO. The APS is used for pre-trade authorization and post-trade reporting. SIMC Compliance will establish a log-on and password for you.

To pre-clear a trade:

· Access the APS through the SEI corporate intranet site under “Accounting and Business Tools”; and

· Input all requested trade information.

· SIMC Compliance will provide a prompt approval or denial through the APS and a transaction ID number.

· Pre-cleared trades, including open and limit orders, are valid from the time the approval is granted through the next business day.

· Pre-cleared open and limit orders must be re-approved if you change the terms of the order, or withdraw the order and subsequently re-enter it at a later time.

· You must cancel pre-cleared trades that are not executed within the time specified above in the APS. If you wish to execute the trade on another day, the trade must be re-submitted for pre-clearance through the APS.

Exemptions from Pre-Clearance

You are not required to pre-clear the following types of transactions:

· Covered Securities Transactions in amounts that come within a Small Transaction Exception that is approved by the SIMC Chief Compliance Officer and as in effect from time to time;

· Covered Securities Transactions in accounts over which you have no direct or indirect influence or control. This includes transactions in Discretionary Accounts if certain conditions are met, as discussed in more detail below;

· Covered Securities Transactions that are non-volitional. This includes Covered Securities Transactions upon exercise of puts or calls written by you, sales from a margin account pursuant to a bona fide margin call, stock dividends, stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions;

· Covered Securities Transactions made pursuant to an AIP; however, any transaction that overrides the preset schedule or allocations of the AIP must be pre-cleared with

SIMC Compliance and reported in a Quarterly Transaction Report;

· Covered Securities Transactions upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired for such issuer;

· Acquisitions of Covered Securities through gifts or bequests;

· SEI Stock Purchase Plan and Stock Option Plan. Investment Vehicles (with the exception of the SIIT Large Cap Index Fund) do not hold SEI stock. Therefore, you do not have to pre-clear your transactions in SEI stock (even if executed outside an AIP) or your exercising of SEI stock options. These transactions must, however, be executed in compliance with SEI’s Insider Trading Policy, which is incorporated herein by reference;

· SEI Funds.. You are not required to pre-clear transactions in the SEI Family of Funds as long as the trades are done through an account established at SEI Private Trust CompanyAny trades done in a different channel must be pre-cleared.

· SEI Capital Accumulation 401(k) Plan. You are not required to pre-clear transactions in the SEI Family of Funds and Affiliated Mutual Funds in SEI’s Capital Accumulation 401(k) Plan.

· SIMC Compliance can grant exemptions from the personal trading restrictions in this Code (including pre-clearance obligations) upon determining that the transaction for which an exemption is requested would not result in a conflict of interest or violate any other policy embodied in this Code. SIMC Compliance must document all exemptions that it grants.

60-Day Limitation on Purchase and Sales (Short Swing Rule)

You may not profit from the purchase and sale or sale and purchase of a Covered Security in which you have a beneficial ownership interest within 60 days of acquiring or disposing of that Covered Security. This prohibition does not apply to transactions resulting in a loss, or to futures or options on futures on broad-based securities indices or U.S. Government securities. This prohibition also does not apply to transactions in the SEI Family of Funds, which are separately covered under the “Excessive Trading of Shares of the SEI Family of Funds” section of this Code.

Blackout Periods on Purchases and Sales

Portfolio Management Persons may not purchase or sell, directly or indirectly, any Covered Security within 7 days before or after the time that the same Covered Security is being purchased or sold by any Investment Vehicle. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

Investment Persons may not purchase or sell, directly or indirectly, any Covered Security within 24 hours before or after the time that the same Covered Security is being purchased or sold by any Investment Vehicle. This includes any equity related security of the same issuer such as preferred stock, options, warrants and convertible bonds.

SAMPLE

SEI INVESTMENTS MANAGEMENT CORPORATION

INITIAL HOLDINGS REPORT

THIS FORM IS DUE TO SIMC COMPLIANCE WITHIN 10 DAYS OF YOU BECOMING A PORTFOLIO MANAGEMENT PERSON, INVESTMENT PERSON OR ACCESS PERSON AS DEFINED IN THE CODE OF ETHICS

Name of Reporting Person:
Date Person Became Subject to the Code’s Reporting Requirements:
Information in Report Dated as of *:
(* Note that this information must be current as of 45 days prior to the date that you have become a Portfolio Management Person, Investment Person or Access Person, as defined in the Code of Ethics.)
Date Report Due:
Date Report Submitted:

Please submit the following information regarding securities in which you have a direct or indirect Beneficial Ownership Interest:

· All holdings in Covered Securities and Affiliated Mutual Funds. (Please see the Code of Ethics for the definitions of Covered Securities and Affiliated Mutual Funds).

· All brokerage accounts.

You do not need to report:

· Holdings in direct obligations of the US government, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, shares issued by money market funds, shares of open-end funds (other than Affiliated Mutual Funds) or shares issued by unit investment trusts that are invested exclusively in one or more open-end funds (other than Affiliated Mutual Funds).

Securities Holdings

Title and Type of Security	Ticker or CUSIP	No. of Shares (if applicable)	Principal Amount, Maturity Date and Interest Rate (if applicable)	Name of Broker, Dealer or Bank where Security Held

If you have no securities holdings to report, please check here. o

Securities Accounts

Name of Broker, Dealer or Bank	Account Number	Names on Account	Type of Account

If you have no securities accounts to report, please check here. o

I certify that I have included on this report all securities holdings and accounts in which I have a direct or indirect beneficial interest and that are required to be reported pursuant to the SIMC Code of Ethics.

I hereby declare that I have read and will comply with the SIMC Code of Ethics.

Signature:		Date:

Received by:

SAMPLE

SEI INVESTMENTS MANAGEMENT CORPORATION

QUARTERLY TRANSACTION REPORT

Transaction Record of Securities Directly or Indirectly Beneficially Owned

For the Quarter Ended

Name:

Submission Date:

Please submit the following information regarding securities in which you have a direct or indirect beneficial ownership interest:

· All purchases and/or sales of Covered Securities including purchases/sales subject to the “Small Transaction” pre-clearance exception

· All trades in SEI Funds in accounts other than SPTC Accounts

· All trades in Affiliated Mutual Funds (see current list in Code of Ethics)

· Purchases/sales of SEI stock or the exercise of SEI stock options.

· All brokerage accounts opened during the quarter

You do not need to report:

· Transactions pursuant to automatic investment plans

· Transactions in direct obligations of the US government, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, shares issued by money market funds, shares of open-end funds other than Affiliated Mutual Funds or shares issued by unit investment trusts that are invested exclusively in one or more open-end funds other than Affiliated Mutual Funds

· Transactions made through the SEI Capital Accumulation (401(k))

· SEI Fund transactions made in your SEI Private Trust Company Account

The report must be returned within 30 days of the applicable calendar quarter end.

SECURITIES TRANSACTIONS:

Date of
Transaction

Name of Issuer

Ticker or
CUSIP

Number of
Shares (if
applicable)

Principal
Amount,
Maturity Date
and Interest
Rate (if
applicable)

Nature of
Transaction
(purchase, sale
or any other
type of
acquisition or
disposition)

Price

Name of
Broker Dealer
or Bank
Effecting
Transaction

o If you had no reportable transactions during the quarter, please check here.

ACCOUNTS OPENED DURING THE QUARTER:

Name of Broker, Dealer or Bank	Account Number	Names on Account	Date Account was Established	Type of Account

o If you did not establish a securities account during the quarter, please check here.

By signing this document, I represent and certify that:

· I have included on this report all securities transactions and accounts required to be reported pursuant to the SIMC Code of Ethics;

· All reported transactions were pre-cleared, as necessary, through SIMC Compliance in compliance with the SIMC Code of Ethics;

· No transactions were based on material non-public information; and

· To the best of my knowledge, the trade does not conflict with any investment activity of a SIMC client or fund.

The reporting of transactions on this report shall not be construed as an admission that the reporting person has any direct or indirect beneficial ownership in the security listed.

Signature:

Received By:

SAMPLE

SEI INVESTMENTS MANAGEMENT CORPORATION

ANNUAL HOLDINGS REPORT

Securities Directly or Indirectly Beneficially Owned

As of December 31, 200

Name:

Submission Date:

Please submit the following information below regarding securities in which you have a direct or indirect beneficial ownership interest:

· All holdings in Covered Securities and Affiliated Mutual Funds as of no more than 45 days before this report is submitted. (Please see the Code of Ethics for the definitions of Covered Securities and Affiliated Mutual Funds).

· All brokerage accounts opened during the year.

You do not need to report:

The report must be returned within 30 days of the calendar year end.

SECURITIES HOLDINGS:

Name and Type of Issuer	Ticker or CUSIP	No. of Shares (if applicable)	Principal Amount, Maturity Date and Interest Rate (if applicable)	Name of Broker, Dealer or Bank Effecting Transaction

o If you have no Covered Securities holdings to report this year, please check here.

ACCOUNTS OPENED DURING THE CALENDAR YEAR:

Name of Broker, Dealer or Bank	Account Number	Names on Account	Date Account was Established	Type of Account

o If you did not establish a securities account during the year, please check here.

By signing this document, I represent and certify that:

· I certify that the above list is an accurate and complete listing of all securities in which I have a direct or indirect beneficial ownership interest;

Signature:

Received By: